SHANGHAI PRIME MACHINERY COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(A joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 02345) CONNECTED TRANSACTION INTRODUCTIONThe Board is pleased to announce that on 15 May 2015, WTB entered into the Technology Development Agreement with SEG, pursuant to which WTB agreed to provide and SEG agreed to accept the Research and Development Service for a consideration of RMB60 million.
LISTING RULES IMPLICATIONS
WTB is a wholly-owned subsidiary of the Company. SEG is a controlling shareholder of the Company directly and indirectly holding approximately 49.75% equity interest in the total issued share capital of the Company as at the date of this announcement. Therefore, SEG is a connected person of the Group, and the transaction contemplated under the Technology Development Agreement constitutes connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.
As the highest percentage ratio applicable to the Research and Development Service exceeds 0.1% but is less than 5%, the Research and Development Service constitutes connected transaction of the Company and is subject to reporting and announcement requirements pursuant to Chapter 14A of the Listing Rules.
- 1 -
The Board is pleased to announce that on 15 May 2015, WTB entered into the Technology Development Agreement with SEG, pursuant to which WTB agreed to provide and SEG agreed to accept Research and Development Service for a consideration of RMB60 million.
TECHNOLOGY DEVELOPMENT AGREEMENT
The principal terms of the Technology Development Agreement are summarised as follows: Date: 15 May 2015
Parties: WTB, as appointee
SEG, as appointor
Subject matter: The provision of research and development services by WTB to SEG in relation to the development and preparation of nuclear power giant blades and gas turbine blades and other key components.
Consideration: RMB60 million in total determined after arm's length negotiation between WTB and SEG on normal commercial terms based on the research and development cost expected to be incurred by WTB.
Payment: Lump sum payment of RMB60 million in cash after the signing of the Technology Development Agreement.
Under the research and development project, WTB will commence the preliminary technology research and development for the production of key components, including nuclear power giant blades and gas turbine blades, to overcome problems such as sophisticated production process, high demand of reliability and high costs of these components. Such technology is intended to meet the technical requirements of the local and international blade markets, and the overall technical specifications of the products will be on par with international advanced levels. The industrialization of the technology can further consolidate and enhance the competitiveness of WTB in nuclear power giant blades market, and enable WTB to seize market opportunities by leveraging on the capabilities and technique for the production of gas turbine blades.
The Directors (including the independent non-executive Directors) consider the terms of the Technology Development Agreement and the transaction contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
- 2 -
WTB is a wholly-owned subsidiary of the Company. SEG is a controlling shareholder of the Company directly and indirectly holding approximately 49.75% equity interest in the total issued share capital of the Company as at the date of this announcement. Therefore, SEG is a connected person of the Group, and the transaction contemplated under the Technology Development Agreement constitutes connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.
As the highest percentage ratio applicable to the Research and Development Service exceeds
0.1% but is less than 5%, the Research and Development Service constitutes connected transaction of the Company and is subject to reporting and announcement requirements pursuant to Chapter 14A of the Listing Rules.
Mr. Wang Qiang, being a Director, is also a senior management of SEG and therefore has abstained from voting on the relevant board resolution approving the Technology Development Agreement and the Research and Development Service contemplated thereunder in accordance with the requirements of the Listing Rules. Save as disclosed above, none of the Directors has any material interest in the Technology Development Agreement.
WTB is principally engaged in the process development, manufacture and sale of turbine blades. WTB is a wholly-owned subsidiary of the Company.
The Group is principally engaged in designing, manufacturing and selling turbine blades, bearings, fasteners and cutting tools.
SEG is principally engaged in the management of state-owned assets and investment activities. The ultimate beneficial owner of SEG is the State-owned Assets Supervision and Administration Commission of Shanghai Municipal Government.
In this announcement, unless the context requires otherwise, the following terms have the meanings as set out below:
"Board" the board of directors of the Company;
"Company" Shanghai Prime Machinery Company Limited (上海集 優機械股份有限公司 ), a joint stock limited company
incorporated in the PRC, whose H shares are listed on The
Stock Exchange of Hong Kong Limited (stock code: 02345);
"connected person(s)" has the meaning ascribed thereto under the Listing Rules; "Directors" the directors of the Company;
"Group" the Company and its subsidiaries;
- 3 -
"Hong Kong" the Hong Kong Special Administrative Region of the PRC;
"Listing Rules" the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited;
"percentage ratio" has the meaning ascribed thereto under the Listing Rules;
"PRC" the People's Republic of China but excluding, for the purposes of this announcement only, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan;
"Research and Development
Service"
the research and development service to be provided by WTB to SEG under the Technology Development Agreement in relation to the development and preparation of nuclear power giant blades and gas turbine blades and other key components;
"RMB" Renminbi, the lawful currency of the PRC;
"SEG" 上海電 氣（ 集 團）總 公司 (Shanghai Electric (Group) Corporation), the controlling shareholder of the Company (as defined under the Listing Rules) holding 49.75% beneficial interest in the total issued share capital of the Company as at
the date of this announcement;
"Share(s)" domestic share(s) and/or H share(s) of the Company; "Shareholder(s)" registered holder(s) of the Share(s) of the Company;
"Technology Development
Agreement"
the technology development agreement entered into between WTB and SEG on 15 May 2015 in respect of the Research and Development Service; and
"WTB" 無 錫透 平葉片有限公司 (Wuxi Turbine Blade Company
Limited), a company incorporated in the PRC and a wholly-
owned subsidiary of the Company.
By order of the Board of
Chairman
Shanghai, the PRC
15 May 2015
As at the date of this announcement, the Board consists of executive directors, namely Mr. Wang Qiang, Mr. Zhou Zhiyan, Mr. Zhang Jianping, Ms. Zhu Xi, Mr. Sun Wei, M r . C h e n H u i a n d i n d e p e n d e n t n o n - e x e c u t i v e d i r e c t o r s , n a m e l y M r . C h a n O i F a t , Mr. Ling Hong and Mr. Li Yin.
- 4 -
|
distributed by
|
